Material Commitments. a. To the Knowledge of Seller, Schedule 4.8(a) contains a true and complete list, as of the date stated in Schedule 4.8(a), of each of the following Commitments (whether written or oral) of the Acquired Business to which Seller or its Affiliates or any Acquired Company is a party or bound, including all Commitments included in the Seller Transferred Assets (collectively, "Material Commitments"): (i) each Commitment having a value or consideration of $100,000 or more for the purchase or lease of personal property, with any supplier, or for the furnishing of services to a member of the Acquired Group; (ii) any Commitment that compensates any Person, other than employees, based on any sales by a member of the Acquired Group; (iii) each Commitment for the sale of products or services having a value or consideration of $250,000 or more (hard copy of which has heretofore been provided to Buyer); (iv) each lease and sublease of real property to which an Acquired Company is a party or by which the Acquired Business is obligated; (v) each Commitment relating to indebtedness, other than trade indebtedness, of the Acquired Group; (vi) each Commitment with any Government Authority other than end-user licenses, purchase orders, agreements and service arrangements, each in standard form and entered into the ordinary course of business; (vii) each Commitment that materially limits or purports to limit the ability of a member of the Acquired Group to compete in any line of business or with any Person or in any geographic area or during any period of time; (viii) each Commitment containing confidentiality requirements (including all nondisclosure Commitments, but excluding all Commitments containing confidentiality restrictions entered into in the ordinary course which do not restrict the conduct of the Acquired Business as currently conducted); (ix) each Commitment having an annual value or consideration exceeding $50,000 to which the Acquired Business will be bound after Closing relating to employment, consulting, severance or similar issues with any current or former employee, consultant or agent of a member of the Acquired Group; and (x) each other Commitment, not made in the ordinary course, which is material to the Acquired Group. b. Except as set forth on Schedule 4.8(b), each Material Commitment: (i) is valid and binding on a member of the Acquired Group and, to the Knowledge of Seller, on the other parties thereto, and is in full force and effect, subject to bankruptcy and equitable remedies and qualifications (and except for those Material Commitments that have expired by their terms or been performed in full); and (ii) upon consummation of the transactions contemplated by this Agreement, shall, subject to bankruptcy and equitable remedies and qualifications, continue in full force and effect for the benefit of a member of the Acquired Group, Buyer or Buyer's Affiliates without penalty or other adverse consequence. No rights or benefits of any Person party to a Material Commitment have been (or will be) accelerated or increased, nor will any party to a Material Commitment be entitled to cancel, suspend or terminate or diminish the rights of the Acquired Group (or its successor) under any Material Commitment, as a result of the consummation of the transactions contemplated by this Agreement. Neither Seller nor its Affiliates nor any member of the Acquired Group is in material breach of, or material default under, any Material Commitment and, to the Knowledge of Seller, no other party to any Material Commitment is in material breach thereof or material default thereunder.
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Material Commitments. a. To the Knowledge of Seller, Schedule 4.8(a) 4.9 contains a true and complete list, as of the date stated in Schedule 4.8(a)4.9, of each of the following Commitments (whether written or oral) of the Acquired Business to which Seller or its Affiliates or any Acquired Company is a party or boundImaging Group, including all Commitments included in the Seller Transferred Foreign Assets or the PCI Assets (collectively, "Material Commitments"):
(i) each Commitment having a value or consideration of $100,000 25,000 or more for the purchase or lease of personal property, with any supplier, or for the furnishing of services to a member of the Acquired Imaging Group;
(ii) any Commitment that compensates any Person, other than employees, Person based on any sales by a member of the Acquired Imaging Group;
(iii) each Commitment for the sale of products or services having a value or consideration of $250,000 30,000 or more (hard copy of which has heretofore been provided to Buyer);
(iv) each lease and sublease of real property to which an Acquired Company the Imaging Group is a party or by which the Acquired Business is obligated;
(v) each Commitment relating to indebtedness, other than trade indebtedness, of the Acquired Imaging Group;
(vi) each Commitment with any Government Authority other than standard form end-user licenses, purchase orders, agreements and service arrangements, each in standard form and entered into the ordinary course of business;
(vii) each Commitment that materially limits or purports to limit the ability of a member of the Acquired Imaging Group to compete in any line of business or with any Person or in any geographic area or during any period of time;
(viii) each Commitment containing confidentiality requirements (including all nondisclosure Commitments, but excluding all Commitments containing confidentiality restrictions entered into in the ordinary course which do not restrict the conduct of the Acquired Business as currently conducted);
(ix) each Commitment having an annual value or consideration exceeding $50,000 relating to domain name registration;
(x) each Commitment to which the Acquired Business will be bound after Closing relating to employment, consulting, severance or similar issues with any current or former employee, consultant or agent of a member the Imaging Group;
(xi) each license and sublicense of the Acquired GroupLicensed-In Intellectual Property and the Licensed-Out Intellectual Property; and
(xxii) each other Commitment, whether or not made in the ordinary course, which is material to the Acquired Imaging Group.
b. Except as set forth on Schedule 4.8(b), each Material Commitment:
(i) is valid and binding on a member of the Acquired Group and, to the Knowledge of Seller, on the other parties thereto, and is in full force and effect, subject to bankruptcy and equitable remedies and qualifications (and except for those Material Commitments that have expired by their terms or been performed in full); and
(ii) upon consummation of the transactions contemplated by this Agreement, shall, subject to bankruptcy and equitable remedies and qualifications, continue in full force and effect for the benefit of a member of the Acquired Group, Buyer or Buyer's Affiliates without penalty or other adverse consequence. No rights or benefits of any Person party to a Material Commitment have been (or will be) accelerated or increased, nor will any party to a Material Commitment be entitled to cancel, suspend or terminate or diminish the rights of the Acquired Group (or its successor) under any Material Commitment, as a result of the consummation of the transactions contemplated by this Agreement. Neither Seller nor its Affiliates nor any member of the Acquired Group is in material breach of, or material default under, any Material Commitment and, to the Knowledge of Seller, no other party to any Material Commitment is in material breach thereof or material default thereunder.
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